Michael MacPhail. Partner

Transcription

1 Michael MacPhail Partner Contact Information 3200 Wells Fargo Center 1700 Lincoln Street Denver, Colorado T: F: Services & Industries Litigation & Advocacy Complex Commercial Litigation Finance Litigation Securities & Financial Litigation White Collar Defense & Investigations Insurance Company Affiliated Broker-Dealers Education University of California Hastings College of the Law J.D. (1988) Oberlin College B.A., cum laude (1985) Bar Admissions Colorado Court Admissions U.S. Court of Appeals for the District of Columbia Circuit U.S. District Court for the District of Colorado Michael MacPhail s securities litigation and government investigations practice focuses on defending companies and individuals in investigations and litigation by securities regulators including the U.S. Securities and Exchange Commission (SEC), the FINRA, the NYSE-AMEX, the Public Company Accounting Oversight Board (PCAOB), the Colorado Division of Securities and the Colorado Board of Accountancy, as well as in parallel criminal investigations by federal grand juries, U.S. Attorney's Offices and the U.S. Department of Justice. Michael also represents clients in disputes concerning advertising, consumer lending, mortgage foreclosure, debt collection/debt management and franchisee issues with other federal and state agencies such as the Federal Trade Commission (FTC), the Commodity Futures Trading Commission (CFTC), the Colorado Department of Regulatory Agencies (DORA) and the Colorado Attorney General s Office. Michael has particularly deep experience and expertise in defending publicly held companies and their officers and directors, broker-dealers and investment advisers, and accounting firms and CPAs, in all phases of government investigations, including responding to pre-litigation subpoenas, preparing for testimony and responding to "Wells notices" of intended charges. In addition, Michael represents corporations, officers and boards of directors in responding to shareholder demands and defending against shareholder class action and derivative lawsuits in state and federal courts around the country. Moreover, Michael has testified at trial as an expert witness on securities industry matters. After working for the U.S. Court of Appeals for the D.C. Circuit, where he advised panels of judges including current U.S. Supreme Court Justices Clarence Thomas and Ruth Bader Ginsberg, Michael became an enforcement attorney with the SEC. During Michael s thirteen years at the SEC, he investigated possible violations of all aspects of the federal securities laws and held positions of increasing responsibility, eventually becoming a deputy assistant director with supervisory authority over a group of accountants, attorneys and paralegals. After leaving the government in 2005, Michael worked at two large, full-service Denver law firms before joining Faegre Baker Daniels in Michael is a frequent speaker on SEC-related topics before a variety of national audiences including the Colorado, Utah, California and Minnesota Bar Associations, the Association of Corporate Counsel, and the National Association of Corporate Directors. Honors Super Lawyers Securities Litigation, Professional Organizations Colorado State Bar Association Securities Subsection (Co-chair, 2011) University of Denver Graduate Tax program, 2007 and 2008 Michael MacPhail Professional Bio Page 1

2 American Bar Association Securities Industry Association Legal & Compliance Division Presentations 2014 Enforcement Update Colorado Bar Association, February 2014 What to Do When the SEC Comes Knocking Colorado Bar Association, November 2013 Are Civility and Professionalism Dead in 2013? Utah State Bar Securities Workshop, September 2013 SEC and Dodd-Frank Act Regulations Compliance: Emerging Issues and Practical Guidance Panelist, Knowledge Congress Webcast Series, June 2013 SEC: Enforcement and Response Panelist, Sixth Annual White Collar Crime and Corporate Governance Conference, Chicago, April 2013 Key Issues Facing Boards of Directors: New SEC Enforcement Initiatives and Corporate Governance Risks Corporate & Commercial Law Program, University of Denver Strum College of Law, Denver, Colorado, April 2013 Dodd-Frank Whistleblower Rules Federal Practice Update, Colorado Bar Association, 2012 Accounting and Governance Standards in China Reverse Merger Conference, 2012 Dodd-Frank and Recent Initiatives Denver Compliance Roundtable, ACA Compliance Group, 2012 Securities Liability Fundamentals of Securities Law 2011, Colorado Bar Association, 2011 PCAOB Inspections and Enforcement: The Nuclear Option for Small and Mid- Sized Firms Securities Docket webcast, 2010 Hidden Dangers: Scrutiny of Real Estate Investments in a Time of Crisis Real Estate Roundtable, 2010 SEC Enforcement Update: A Wounded Animal is a Dangerous Animal Securities Docket webcast, 2009 SEC Enforcement Priorities: Late to the Party Again? Utah State Bar Securities Workshop, 2008 Why Regulators Hate Reverse Mergers: Avoiding Legal Perils and Pitfalls Investors and Issuer's Summit on Alternative Capital Raising Strategies, 2008 Published Articles Life After Newman: The SEC May Shift Toward Administrative Proceedings in Insider-Trading Cases Co-author, Bloomberg BNA Securities Regulation & Law Report, November 2015 The SEC is Looking at Your Confidentiality Agreements, and You Should Too Co-author, Financier Worldwide, July 2015 Keeping a Watchful Eye: The FBI's Crackdown on Insider Training Michael MacPhail Professional Bio Page 2

3 InCOMPLIANCE, Spring 2013 Disclosure Best Practices and Risk Oversight: New Considerations in the Era of Dodd-Frank Co-author, Inside the Minds: SEC Compliance Best Practices, 2011 ed., Thomson Reuters/Aspatore Michael MacPhail Professional Bio Page 3

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5 Amy C. Seidel Partner Contact Information 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota T: F: Services & Industries Health Care Life Sciences Medical Technology Food & Agriculture Manufacturing & Industrials Corporate Capital Markets & Securities Emerging Companies & Venture Capital Corporate Governance Public Companies Retail Education University of Minnesota Law School J.D., cum laude, Minnesota Journal of Global Trade (managing editor) (1998) Gustavus Adolphus College B.A., Dean's List, magna cum Amy Seidel's practice involves advising public companies on SEC reporting requirements, stock exchange listing standards, executive compensation issues, disclosure issues and general corporate governance matters. She also has experience in many areas of corporate representation, including public and private securities offerings, mergers and acquisitions and general corporate counseling. Amy has authored several articles on a variety of securities law and corporate governance matters. She also speaks regularly at CLEs, bar association seminars and other community events. Amy is on the Advisory Board of thecorporatecounsel.net. Amy has been named in Chambers USA among America's Leading Lawyers for Business (Corporate/M&A) each year since Representative Clients and Transactions Representation of public companies, such as Ameriprise Financial, Inc., AV Homes, Inc., Bemis Company, Black Hills Corporation, Capella Education Company, Digi International Inc., Graco Inc., Hormel Foods Corporation, Polaris Industries Inc., Regis Corporation, StarTek, Inc., Target Corporation, Tennant Company, Travelers Companies, Inc., United Stationers, Inc. and Xcel Energy, Inc. in general corporate matters, SEC reporting and compliance and executive compensation. Representation of Target Corporation in its successful defense of a proxy contest waged by Pershing Square Capital Representation of Ameriprise Financial, Inc. in public offering of debt securities Representation of Bemis Company in 144A offering of debt securities and exchange offer Representation of Life Time Fitness, Inc. in its initial public offering and listing on the New York Stock Exchange Representation of private companies, including CVRx, Inc., Jasc Software, Inc. and NextNet Wireless, Inc. in general corporate matters and private financings Representation of Abbott Laboratories, Boston Scientific Corporation, Cargill, Incorporated and General Mills, Inc. in strategic investment transactions Amy regularly provides pro bono legal assistance to Milestone Growth Fund, Inc., a venture capital firm that invests in minority-owned businesses. Amy is on the board of advisors of the University of Minnesota Law School, where she has also served as an adjunct professor. Amy received her J.D. from the University of Minnesota Law School in 1998 and was admitted to the Minnesota Bar that same year. She was a managing editor of the Minnesota Journal of Global Trade. Amy graduated magna cum laude from Gustavus Adolphus College, where she received a B.A. in finance and a minor in political science. Amy is also a member of the Phi Beta Kappa National Honor Society. Honors Chambers USA: America's Leading Lawyers for Business Corporate/M&A, Amy C. Seidel Professional Bio Page 1

6 laude, Phi Beta Kappa (1995) Bar Admissions Minnesota 15 The Best Lawyers in America Corporate Law and Securities/Capital Markets Law, (Minnesota Securities/Capital Markets Lawyer of the Year, 2015) Finance & Commerce Top Woman in Finance, 2010 Minnesota Super Lawyers Securities & Corporate Finance, Minnesota Law & Politics Listed Among the Top 100 Women Minnesota Super Lawyers, 2008 Minneapolis/St. Paul Business Journal Forty Under 40, 2008 Minnesota Lawyer Up and Coming Lawyer, 2003 Amy C. Seidel Professional Bio Page 2

7 Jeffrey A. Sherman Partner Jeff's practice focuses in the areas of securities regulation, corporate financing, mergers and acquisitions, and corporate governance for a variety of private and publicly held clients. He leverages experience in private practice and as deputy general counsel for an international, publicly traded medical device company to drive growth for clients. Contact Information 3200 Wells Fargo Center 1700 Lincoln Street Denver, Colorado T: F: Walnut Street, Suite 300 Boulder, Colorado F: Services & Industries Corporate Capital Markets & Securities Corporate Governance Cross-Border & International Transactions Emerging Companies & Venture Capital Mergers & Acquisitions Private Equity Public Companies Energy & Natural Resources Clean Technology Mining Oil & Gas Securities Offerings and Financing Transactions Public Offerings Jeff has represented numerous companies and investment banks in connection with billions of dollars in securities offerings, including IPOs, secondary offerings, registered direct offerings, Rule 144A offerings and foreign offerings. Recent transactions include representing: The Spectranetics Corporation in its convertible debt offering The Spectranetics Corporation in its secondary common stock offering tw telecom in its 144A debt offerings, public debt offerings and common stock offerings Ascent Solar in its secondary public offering Crocs in its IPO and secondary offering A mine development company in its secondary offering A commercial printing company in a series of 144A offerings of debt securities and exchange offers StarTek, Inc. in its secondary public offering Displaytech in its IPO The underwriters in initial and seasoned issuer public offerings for companies in the biosciences, software, food, heavy manufacturing, automation and entertainment industries Jeff also counsels public companies in connection with going private transactions, issuer tender offers for debt and equity, accelerated stock repurchases, and other security purchase programs. Private Placements and Other Financing Transactions Jeff represents emerging companies, venture capital funds, hedge funds and private equity funds in significant private placements of debt and equity securities, and issuers, placement agents and investors in connection with PIPEs and Rule 144A offerings. Moreover, Jeff has represented issuers, placement agents and investors in numerous PIPEs. Jeff represents issuers in venture capital rounds and other private placements. He also represents investors such as General Mills Ventures in connection with investments. Jeffrey A. Sherman Professional Bio Page 1

8 Financial Services Food & Agriculture Health Care Life Sciences Medical Technology Manufacturing & Industrials Retail Telecommunications & Information Technology Education University of Michigan Law School J.D. (1993) Miami University (Ohio) B.A., cum laude (1991) Bar Admissions Colorado New York Court Admissions U.S. Court of Appeals for the Armed Forces U.S. District Court for the Southern District of New York Mergers and Acquisitions Jeff represents buyers and sellers in a variety of public and private transactions involving cash, stock, debt and property as consideration. Recently, Jeff represented: The Spectranetics Corporation in its purchase of the Stellarex drug-coasted balloon platform from Covidien LP The Spectranetics Corporation in its purchase of AngioScore Inc. The Spectranetics Corporation in its purchase of product lines from Upstream Peripheral Technologies A media company in its purchase of the assets of a media holding company A significant medical device business in its sale to an international purchaser A pipe manufacturer and medical device company in their sale to a manufacturing company A global financial company in private equity financing transactions A wireless communication company in its sale to private equity investors A financial services firm in leveraged buy-out of the investment advisor of a mutual funds family A plastics company in its sale to a private equity investor An IT outsourcing company in its acquisition of a computer technology company ResortQuest International in its acquisition of the assets of East-West Resorts LLC ResortQuest International in its acquisition of the assets of O'Neill Hotels and Resorts Whistler Ltd. Jeff also represents investment banks in their role as financial advisor in M&A transactions, including with deal structuring, engagement letters and fairness options. Corporate Governance and Counseling Jeff represents public companies, providing him with significant experience with SEC reporting, corporate governance matters, resales of restricted securities and equity compensation matters. He is known as a thought leader and regularly speaks and writes on matters relating to SEC reporting, corporate governance and stock exchange listing standards. Emerging Companies Jeff, a member of the firm's emerging companies practice area, advises growing companies in matters including corporate governance, mergers and acquisitions, bank financings, executive compensation, technology licensing and complex agreement preparation. As an officer in the JAG Corps of the U.S. Army Reserve, Jeff deployed to Iraq as part of Operation New Dawn. He currently serves as International Law Officer for the 440th Civil Affairs Battalion. Honors Law Week Colorado Lawyer of the Year, 2011 Super Lawyers Mergers & Acquisitions, The Best Lawyers in America Corporate Law and Securities/Capital Markets Law, 2014 Legal 500 Mergers & Acquisitions, 2009 Jeffrey A. Sherman Professional Bio Page 2

9 Denver Business Journal Forty Under 40, 2007 Association for Corporate Growth ACG 20, 2009 Professional Organizations Society of Corporate Secretaries and Governance Professionals: Rocky Mountain Chapter Vice President, Programs Association for Corporate Growth Ambassador Colorado Cleantech Industry Association Board of Directors Colorado Cleantech Open Legal Advisor Colorado Bar Association Business and Securities Sections (Securities Subsection, Co-Chair, ) Denver Bar Association Federalist Society Corporations Group Civic Activities Project Sanctuary Board of Directors Project Homeless Connect Denver Homeless Veterans Stand Down Social Ventures Partner, Denver Founding Partner Presentations A Conversation With the SEC Division of Corporate Finance 47th Annual Rocky Mountain Securities Conference, 2015 A Legal and Regulation FD Update for Investment Relations Professionals National Investor Relations Institute, 2015 The M&A Lifecycle: Key IP Considerations 13th Annual Rocky Mountain Intellectual Property & Technology Institute, 2015 Director Independence Issues for Public Companies Society of Corporate Secretaries and Governance Professionals, 2013 Developments in Securities Law and Crowdfunding Faegre Baker Daniels Seminar, 2013 Navigating the 2013 Annual Report and Proxy Season Faegre Baker Daniels seminar, 2013 Financing the Franchise Business Faegre Baker Daniels Seminar, 2012 Proper Minutes Lead to Happy Hours Society of Corporate Secretaries and Governance Professionals, 2012 Corporate Finance 44th Annual Rocky Mountain Securities Conference, 2012 The Important Work of Lawyers and Paralegals in Building Rule of Law Mile High Association of Legal Support Staff, 2012 Who Moved My M-16? Denver Business Series, 2012 Navigating the 2012 Annual Report and Proxy Season Faegre Baker Daniels Seminar, 2012 Jeffrey A. Sherman Professional Bio Page 3

10 The State of Dodd-Frank Society of Corporate Secretaries and Governance Professionals, 2011 Overview of Securities Law (Federal and Colorado) Colorado Bar Association, 2011, 2009 Corporate Finance, Shareholder Democracy, Proxy Access and Other Simple Issues 42 nd Annual Rocky Mountain Securities Conference, 2010 Published Articles Crowdfunding Promises New Opportunities for Entrepreneurs and Emerging Companies Faegre Baker Daniels, 2012 New Dawn Journal: Practicing Law in a War Zone The Docket, 2011 New Dawn Journal: Helping Iraqis Improve Their Legal System The Docket, 2011 New Dawn Journal: Making a Home at FOB Warhorse The Docket, 2011 The Practitioner's Guide to Colorado Business Associations Chapter author, Second edition, 2010, updated 2011 and 2012 The First 100 Days and the Rule of Law Boulder Daily Camera, 2010 New Dawn Journal: Reporting for a New Mission The Docket, 2010 Jeffrey A. Sherman Professional Bio Page 4

11 Douglas R. Wright Partner Contact Information 3200 Wells Fargo Center 1700 Lincoln Street Denver, Colorado T: F: Services & Industries Corporate Emerging Companies & Venture Capital Capital Markets & Securities Corporate Governance Mergers & Acquisitions Private Equity Public Companies Food & Agriculture Telecommunications & Information Technology Investment Banking Medical Devices Mining Oil & Gas Public-Private Partnerships (P3) Education Cornell Law School J.D., Law Review (research Doug has advised clients since 1978 on mergers and acquisitions, capital markets and securities matters in a broad range of industries. These include telecommunications, manufacturing, transportation, medical devices, technology, gaming, oil and gas, and mining. A former chairman of the Business Law Section of the Colorado Bar Association, Doug is widely recognized as one of the preeminent corporate lawyers in Colorado. Mergers and Acquisitions Doug has been actively involved as lead partner in a variety of domestic and international M&A transactions, including representation of public and private company sellers, buyers, private equity investors, management and special committees. He regularly advises public company boards of directors and committees on fiduciary duties in connection with M&A transactions. M&A transactions that Doug has handled include a sale of a publicly traded healthcare information services company to a private equity firm and a competitively auctioned merger of a public medical products company with a multinational medical products company. Capital Markets Transactions Doug represents issuers and underwriters in all types of capital markets transactions, including public and private offerings of equity, debt, units, convertibles and hybrid securities. He has advised on: IPOs and underwritten follow-on offerings Confidentially-marketed public offerings Registered directs and at-the market (ATM) offerings Rule 144A and public debt offerings Private investments in public equity (PIPEs) Public exchange offers and tender offers Private placements Venture capital financings Over $10 billion of public offerings, acquisitions and debt financings Doug has handled capital markets transactions for numerous clients, including The Spectranetics Corporation, Frontier Airlines and Piper Jaffray Incorporated. He has closed over $5 billion of Rule 144A offerings, debt financings and tender offers for client tw telecom inc. Securities Regulation and Corporate Governance Doug represents numerous public companies in their ongoing compliance with applicable legal and regulatory requirements. In this capacity, he advises companies in the areas of SEC periodic reporting, trading and disclosure practices, corporate Douglas R. Wright Professional Bio Page 1

12 editor) (1978) Hamilton College B.A. (1975) Bar Admissions Colorado governance matters, proxy regulation, Sarbanes-Oxley and Dodd-Frank Act compliance, stock exchange listing requirements and investor relations. Additional Experience Doug has negotiated over $3 billion of domestic and international private equity investments on behalf of a large public investment fund and a private foundation. He has handled a number of commercial matters for telecom companies, including broadband network service agreements for multi-unit landlords and professional sports teams, negotiation of public-private partnership agreements with state departments of transportation, fiber optic lease and IRU agreements, and telecom equipment financing arrangements. In addition, Doug counsels clients on joint ventures, partnerships and limited liability companies, employee compensation issues, and credit agreements. Honors Law Week Colorado Best M&A Lawyer, 2009 Chambers USA: America's Leading Lawyers for Business Corporate/M&A, The Best Lawyers in America Corporate Law, Mergers & Acquisitions Law, Securities/Capital Markets Law, (Denver Securities/Capital Markets Lawyer of the Year, 2016; Denver Corporate Lawyer of the Year, 2011) Super Lawyers Securities & Corporate Finance, Corporate Counsel Black Book Denver Business Journal Best of the Bar Award for Corporate, M&A and Securities, 2003 Professional Organizations Faegre Baker Daniels Women's Forum for Achievement Leadership Council, 2012-present Colorado Bar Association Business Law Section Past Chairman Civic Activities Sungate Kids Board of Directors Multiple Sclerosis Society of Colorado Board (Past Chairman) American Diabetes Association, Colorado Affiliate, Inc. Board (Past Chairman) Presentations This One's for You - Colorado Chapter of the National Association of Corporate Directors Panelist, September 2013 Key Issues Facing Boards of Directors: New SEC Enforcement Initiatives and Corporate Governance Risks Corporate & Commercial Law Program, University of Denver Sturm College of Law, April 2013 Navigating the Annual Report and Proxy Season Faegre Baker Daniels Seminar, Special Indemnification Issues Faegre & Benson M&A Conference, 2010 The Most Frequently Negotiated Terms in M&A Deals: What Each Side Can Douglas R. Wright Professional Bio Page 2

13 Expect to Receive in Today's Market Mergers and Acquisitions - Colorado Corporate Practice Conference, 2008 Securities Law Update: SEC Public Offering Reforms Practicing Law Institute/Bowne, 2005 Back to School: Director Education 2004 Faegre & Benson Seminar, 2004 Current Trends in M&A Practice Annual Business Law Institute, Colorado CLE, 2002 Appeared on CNBC's "Squawkbox" regarding SEC Certification Requirements 2002 Moderator and Panelist 34th Annual Rocky Mountain Securities Conference, 2002 Advising the Board of Directors in M&A Transactions Introduction to Mergers & Acquisitions, Colorado CLE, 2002 Published Articles What Boards Need to Know About White Collar Crime ColoradoBiz, October 2015 Douglas R. Wright Professional Bio Page 3